Single-Member LLC in Virginia (2026)

Q: Can an LLC in Virginia have only one member?

Yes. The Virginia Limited Liability Company Act permits a single-member LLC, and no second nominal member is needed. It is formed the same way as any Virginia LLC: file Articles of Organization, Form LLC-1011, with the State Corporation Commission for $100 and maintain a Virginia registered agent.

Q: How much does a single-member LLC cost in Virginia?

$100 to file Articles of Organization with the State Corporation Commission, then $50 every year for the annual registration fee. Amendments and the certificate of cancellation cost $25 each. A federal EIN is free from the IRS. Late payment of the annual registration adds a $25 penalty.

Q: How is a Virginia single-member LLC taxed?

By default the IRS disregards it, so the owner reports business income and expenses on Schedule C with Form 1040 and pays self-employment tax on net profit. Virginia generally follows the federal classification, so no separate Virginia pass-through return is filed unless the LLC elects corporate treatment.

Q: Do I need a registered agent for a Virginia single-member LLC?

Yes. Virginia requires a registered agent and registered office in the Commonwealth at all times. Virginia restricts who qualifies: an individual agent must be a Virginia resident who is a member or manager of the LLC, an officer or director of a member corporation, or a member of the Virginia State Bar.

Q: Does a Virginia single-member LLC need an operating agreement?

Virginia does not require one and does not file it, but a single-member LLC should adopt one. It records ownership, management, and distribution authority, and it is evidence that the LLC is separate from its owner - which matters if a creditor argues the liability shield should be disregarded.

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 20, 2026 · Last updated Aug 20, 2026

A Virginia single-member LLC is created by filing Articles of Organization, Form LLC-1011, with the State Corporation Commission for $100. It then owes a $50 annual registration fee by the last day of the month in which it was organized. For federal tax it is disregarded by default, so profit is reported on the owner's Schedule C.

Quick Answer

Formation document: Articles of Organization, Form LLC-1011
Filing fee: $100
Filing agency: Virginia State Corporation Commission (SCC)
Annual registration fee: $50, due the last day of the anniversary month
Late penalty: $25
Federal tax default: Disregarded entity - Schedule C on the owner's Form 1040
Registered agent: Required in Virginia
Amendment / cancellation: $25 each (LLC-1014 / LLC-1050)

What a Single-Member LLC Is in Virginia

A single-member LLC is a limited liability company with one owner. Virginia's Limited Liability Company Act expressly permits one-member companies, so there is no need for a second nominal member. The company is a distinct legal person: it holds property, signs contracts, sues and is sued in its own name, and - if properly maintained - shields the owner's personal assets from business liabilities. See what an LLC is and the national single-member LLC guide.

What a single-member LLC is not is a tax structure. The IRS treats a domestic single-member LLC as a disregarded entity by default - meaning it files no separate federal income tax return and the owner reports business income on Schedule C - unless it elects corporate treatment. Liability separation and tax treatment are independent questions in Virginia, and conflating them is the most common source of confusion.

Forming It: Articles of Organization (LLC-1011)

Virginia companies are chartered by the State Corporation Commission, not by a secretary of state. The formation document is the Articles of Organization, Form LLC-1011, and the SCC filing fee is $100. The articles state the LLC's name, its registered agent and registered office in Virginia, and the principal office address. See how to form an LLC in Virginia and Virginia articles of organization for the step-by-step, and Virginia certificate of formation for the document the SCC issues in return.

Check the name first through the Virginia business entity search. The name must be distinguishable from other names on the SCC's records and must include an LLC designator. Availability at the SCC is not trademark clearance - if the brand matters, see the national trademark guide.

Registered Agent Requirement

Virginia requires every LLC to continuously maintain a registered agent and a registered office in the Commonwealth. Virginia is stricter than most states about who qualifies: the agent must be an individual who is a Virginia resident and either a member or manager of the LLC, an officer or director of a member corporation, or a member of the Virginia State Bar - or else a domestic or foreign entity authorized to transact business in Virginia. That rules out simply naming an out-of-state friend. See Virginia registered agent requirements and the national registered agent guide. Changing the agent uses Form LLC-1016, which the SCC accepts with no fee.

The $50 Annual Registration Fee

Virginia does not require LLCs to file an annual report of information. What it requires is an annual registration fee of $50, due by the last day of the month in which the LLC was organized or registered. An LLC organized on June 12 owes its fee by June 30 every following year. The SCC applies a $25 penalty for late payment by entity types other than stock and nonstock corporations.

Continued nonpayment leads to automatic cancellation of the LLC's existence, which is curable by reinstatement but only with additional fees and paperwork - and the gap in good standing can surface in due diligence years later. See Virginia annual report requirements for the full calendar, and keep the registered office address current so SCC notices actually arrive.

Operating Agreement and the Liability Shield

Virginia does not require an operating agreement and does not file one, but a single-member LLC should have one anyway. It is the document that records the sole member's ownership, states how the company is managed, authorizes distributions, and - importantly - evidences that the LLC is being treated as separate from its owner. Banks and lenders routinely ask for it. See Virginia operating agreement.

The shield is not automatic in practice. Courts look at whether the owner respected the entity: separate bank accounts, no personal use of company funds, contracts signed in the LLC's name, and adequate capitalization. A single-member LLC with commingled money and no operating agreement is the classic veil-piercing target. Keeping the $50 registration current and the agent in place is part of the same discipline.

Federal and Virginia Tax Treatment

Federally, a single-member LLC is disregarded as separate from its owner by default. An individual owner reports the LLC's income and expenses on Schedule C with Form 1040 and pays self-employment tax on net profit via Schedule SE. The LLC can instead elect to be classified as a corporation, and from there make an S election - weigh that with S-corp vs LLC. Note that even a disregarded LLC needs its own EIN for employment and certain excise taxes; see how to get an EIN.

Virginia generally follows the federal classification. A disregarded single-member LLC does not file a Virginia pass-through entity return of its own; its income flows onto the owner's Virginia individual return. If the LLC elects corporate or S-corp treatment, Virginia filing obligations change accordingly. See Virginia LLC tax filing and the self-employment tax calculator.

Licenses, Trade Names, and Local Requirements

Virginia has no single statewide general business license, but most Virginia localities impose a business license - commonly a BPOL license - and license taxes are assessed locally. Regulated professions are licensed by state boards. See how to get a business license in Virginia and the national business license overview. If the LLC will trade under a different name, Virginia fictitious name certificates are filed with the SCC; see Virginia DBA filing and what a DBA is.

Amendments, Adding a Member, and Closing

Amending the articles uses Form LLC-1014 and costs $25. Adding a second member does not require an SCC filing, but it changes federal tax treatment: the LLC becomes a partnership by default and must begin filing Form 1065, and the operating agreement should be rewritten before the change rather than after. Cost comparisons across states are in Virginia LLC cost and how much an LLC costs.

To close, file a certificate of cancellation - Form LLC-1050, $25 - after winding up: settling debts, filing final federal and Virginia returns, closing tax and local license accounts, and distributing what remains to the sole member. See how to dissolve an LLC in Virginia. Simply stopping payment of the $50 annual registration is not dissolution; it leads to cancellation with an unresolved record and possible lingering tax obligations.

Frequently Asked Questions

Can an LLC in Virginia have only one member?

Yes. Virginia's LLC Act permits single-member companies, formed the same way as any other Virginia LLC.

How much does a single-member LLC cost in Virginia?

$100 to file Articles of Organization, then $50 a year for annual registration. Amendments and cancellation are $25 each.

When is the Virginia annual registration fee due?

By the last day of the month in which the LLC was organized, each year. Late payment adds a $25 penalty.

How is a Virginia single-member LLC taxed?

Disregarded by default - Schedule C on the owner's Form 1040, with self-employment tax on net profit. Virginia follows the federal classification.

Do I need a registered agent for a Virginia single-member LLC?

Yes, with a Virginia registered office. Virginia limits who may serve, including Virginia-resident members or managers and Virginia State Bar members.

Does a Virginia single-member LLC need an operating agreement?

Not legally, but it should have one - it evidences separation between owner and company and is routinely requested by banks.

Sources

Virginia State Corporation Commission - Virginia Limited Liability Companies: Forms and Fees ($100 LLC-1011; $25 LLC-1014; $25 LLC-1050; no fee LLC-1016).
Virginia State Corporation Commission - Annual Registration Fees ($50; due last day of the anniversary month; $25 late penalty).
Virginia State Corporation Commission - LLC FAQs.
Virginia State Corporation Commission - Maintaining Your Business.
Virginia State Corporation Commission - Forms and Fees.
Code of Virginia - Title 13.1, Chapter 12, Virginia Limited Liability Company Act.
Virginia Department of Taxation - Pass-Through Entities.
IRS - Single Member Limited Liability Companies (disregarded entity default).
IRS - Limited Liability Company (LLC).
IRS - About Schedule C (Form 1040).
IRS - Get an Employer Identification Number (free EIN).

LegalGlass provides general information for educational purposes and is not legal advice, is not a law firm, and is not a substitute for advice from a licensed attorney or tax professional. Laws, fees, and thresholds change; confirm current fees and requirements with the Virginia State Corporation Commission and the Virginia Department of Taxation before acting.